UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 23, 2010
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Yukon Territory,
Canada
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1-31593
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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5655 South Yosemite Street, Suite 200
Greenwood Village, Colorado
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80111-3220
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (720) 886-9656
No
Change
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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Extension
of Maturity of Convertible Debentures
On
February 23, 2007, Apollo Gold Corporation (the “Company”) concluded a private
placement pursuant to which it sold US$8,580,000 aggregate principal amount of
convertible debentures due February 23, 2009 (the “Convertible
Debentures”). As originally issued, each US$1,000 principal amount of
the Convertible Debentures was convertible at the option of the holder into
2,000 of the Company’s common shares, at any time until February 23,
2009. Additionally, each US$1,000 principal amount of the Convertible
Debentures included 2,000 common share purchase warrants entitling the holder
thereof to purchase one of the Company’s common shares at an exercise price of
US$0.50 per share, which such warrants originally expired on February 23, 2009
(the “Warrants”). The Company filed a Form 8-K with the Securities
and Exchange Commission (“SEC”) on February 26, 2007 disclosing the terms of the
Convertible Debentures, the Warrants and the private placement pursuant to which
such securities were issued.
On
February 16, 2009, the Company and RAB Special Situations (Master) Fund
Limited (”RAB”), which owns US$4,290,000 aggregate principal amount of
Convertible Debentures and 8,580,000 Warrants, entered into an agreement (the
“First Amending Agreement”) pursuant to which RAB agreed to extend the maturity
date of its Convertible Debentures to February 23, 2010 (the “RAB Convertible
Debentures”). In consideration for the foregoing, the Company (i)
issued 2,000,000 common shares of the Company to RAB, (ii) extended the maturity
date of the Warrants issued to RAB to February 23, 2010 (the “RAB Warrants”) and
(iii) reduced the exercise price of the RAB Warrants from US$0.50 to
US$0.25. The Company filed a Form 8-K with the SEC on February 19, 2009
disclosing the terms of the First Amending Agreement.
On
February 23, 2010, the Company entered into a second agreement with RAB (the
“Second Amending Agreement”) to amend the terms of the RAB Convertible
Debentures and the RAB Warrants and, on February 26, 2010, the Company and
RAB entered into an agreement that amended and replaced in its entirety the
Second Amending Agreement (the “Third Amending Agreement”). Pursuant to
the Third Amending Agreement, RAB agreed to further extend the maturity date of
the RAB Convertible Debentures to August 23, 2010 and in consideration therefor,
the Company agreed to repay the US$772,200 of accrued interest through February
23, 2010 on the RAB Convertible Debentures in cash and agreed to issue to RAB
(i) 800,000 common shares of the Company and (ii) 2,145,000 common share
purchase warrants (the “New Warrants”), which New Warrants entitle RAB to
purchase one of the Company’s common shares at an exercise price of US$0.50 per
share at any time before 5:00 p.m. (Toronto time) on February 23,
2011.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the Second Amending Agreement, dated February 23, 2010,
between the Company and RAB, the Third Amending Agreement, dated February 26,
2010, between the Company and RAB and the Form of New Warrant, dated February
26, 2010, between the Company and RAB which are attached hereto as Exhibit 10.1,
Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated by reference
herein.
Deferral
of Payments under Black Fox Project Facility
On September 29, 2009, the Company
entered into an agreement with RMB Australia Holdings Limited (“RMB”), Macquarie
Bank Limited (“Macquarie” and, together with RMB, the “Financiers”) and RMB
Resources Inc. pursuant to which the Financiers agreed to defer the first
scheduled repayment of $9,300,000 due on September 30, 2009 (the “First
Repayment”) under the $70,000,000 project finance facility between the Company
and the Financiers entered into on February 20, 2009 (the “Project Facility”)
and the requirement to fund the associated Debt Service Reserve Account (the
“Funding Obligation”) also due on September 30, 2009, which, in accordance with
the terms of the Project Facility, requires a reserve amount equal to, at all
times after initial funding, the greater of $5,000,000 or the aggregate
repayment amount due on the next repayment date (the “First
Deferral”). The First Deferral deferred satisfaction of these
obligations until the earlier to occur of (i) the completion of the Financiers’
technical review process of the Black Fox mine and (ii) December 31,
2009. The Company filed a Form 8-K with the SEC on October 2, 2009
disclosing the terms of the First Deferral.
On December 30, 2009, the Company
entered into a second agreement with the Financiers pursuant to which the
Financiers agreed to further defer the First Repayment and the Funding
Obligation, and to defer the second scheduled repayment of $6,000,000 due on
December 31, 2009 (the “Second Repayment”), in each case, until the earlier to
occur of (i) the completion of the Financiers’ technical review process of the
Black Fox mine and (ii) February 28, 2010 (the “Second
Deferral”). The Company filed a Form 8-K with the SEC on January 6,
2010 disclosing the terms of the Second Deferral.
On February 25, 2010, the Company
entered into a third agreement with the Financiers pursuant to which the
Financiers agreed to further defer the First Repayment, the Funding Obligation,
and the Second Repayment, in each case, until the earlier to occur of (i) the
completion of the Financiers’ technical review process of the Black Fox mine and
(ii) March 31, 2010.
The foregoing description does not
purport to be complete and is qualified in its entirety by reference to the
Agreement, dated February 25, 2010, between the Company, the Financiers and RMB
Resources Inc. which is attached to this Current Report on Form 8-K as Exhibit
10.4 and is incorporated by reference herein.
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ITEM
9.01
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FINANCIAL STATEMENTS
AND EXHIBITS
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(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Second
Amending Agreement, dated February 23, 2010, between the Company and
RAB
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10.2
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Third
Amending Agreement, dated February 26, 2010, between the Company and
RAB
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10.3
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Form
of New Warrant, dated February 26, 2010, between the Company and
RAB
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10.4
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Agreement,
dated February 25, 2010, between the Company, the Financiers and RMB
Resources Inc.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February
26, 2010
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APOLLO GOLD CORPORATION
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By:
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/s/ Melvyn Williams
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Melvyn Williams
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Chief Financial Officer and Senior Vice
President - Finance and Corporate
Development
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